Professor Farnsworth announces that he has invented a process of reverse fossilization, which can turn metal robots into organic life-forms. He uses his reverse fossilization machine on Bender, who is successfully transformed into a human.

After a short period of adaptation, Bender's self-control is overwhelmed by his new senses of taste, touch and emotional responses, and goes on a sensory input binge. A week later, at the Academy of Science Nobel Prize judging, the Professor presents Bender, who has become a thousand-pound blob.

The committee initially condemns the Professor, but Bender begs them to consider his new lifestyle. The open-minded scientists spend the night in a state of wild hedonism. Just before dawn, the committee awards Bender his own Nobel Prize. They discover that he died shortly after the party started; his excited "Woo" was just the sound of air escaping the folds of his fat.

Due to his extensive knowledge of video games, Fry is brought to the 'milatari' headquarters and introduced to General Colin Pac-Man. Before Fry can impart his wisdom to the military, the Nintendians launch an attack on Washington, D.C., and they are forced into the escape tunnels that resemble a Pac-Man maze.

Unfortunately for Earth, Fry is unable to destroy the last ship (his brother always used to get it for him) which lands, conquering Earth. After Fry enters "ASS" as his initials for his high score, the invaders emerge, with one stating "All your base are belong to us." They demand millions of dollars in quarters, but the Earthicans refuse, as they need the quarters to do their laundry. A compromise is reached, with the Nintendians throwing their laundry in with Earth's.

While traveling, she meets a scarecrow, Fry, a mechanical man, Bender, and "the other guy", Zoidberg. The Wicked Witch, Mom, sends her winged monkeys, Walt, Larry, and Igner, to kidnap Leela and her friends. The Wicked Witch always wanted a daughter, and offers to take Leela in. Leela accepts, and as part of a celebration, Leela sets down a bucket of water. Under tremendous pressure, the water shoots out of the bottle and lands on the Wicked Witch, causing her to melt.

Falling back to the original plan, the crew make their way to the Emerald Laboratory. There they meet the great and forgetful Professor. The Professor tells Leela that she can go home by clicking her ruby boots together and wishing to go home. She says: "There's no place like... I wanna be a witch!". She dons witch clothes and turns the Professor, the scarecrow, and the robot into frogs. Her reign of terror is cut short by Zoidberg, who has encountered a problem with the Emerald Laboratory's upstairs toilet, and accidentally splashes water on her.

As she melts in the dream world, she wakes up back in the Planet Express building, the professor wanting to harvest Leela's organs.